EXHIBIT 4.1
FORM OF
FLOATING RATE MEDIUM-TERM NOTE
[FACE OF NOTE]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (THE "DEPOSITARY") OR A NOMINEE THEREOF. THIS NOTE IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN./1/
--------------------------
/1/ These paragraphs apply to global Notes only.
AMGEN INC.
MEDIUM-TERM NOTE
(Floating Rate)
REGISTERED No.: CUSIP No._________: PRINCIPAL AMOUNT:
FLR-______ $__________
ORIGINAL ISSUE DATE: STATED MATURITY:
INTEREST PAYMENT DATE(S): INITIAL INTEREST RATE: RECORD DATE(S):
REDEMPTION COMMENCEMENT INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: ___% PERCENTAGE REDUCTION: ___ %
OPTIONAL REPAYMENT [_] CHECK IF AN ORIGINAL ISSUE DISCOUNT NOTE
DATE(S): Issue Price:$
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: CALCULATION AGENT
[_] United States dollars [_] $1,000 and integral (if other than CITIBANK, N.A.):
[_] Other: multiples thereof
[_] Other
MINIMUM INTEREST RATE: MAXIMUM INTEREST RATE: INITIAL INTEREST RESET DATE:
INTEREST RESET PERIOD: INTEREST DETERMINATION INTEREST RESET DATE(S):
DATE:
INDEX MATURITY: DEFAULT RATE: _____% per annum
SPREAD (plus or minus): _______ SPREAD MULTIPLIER: ______ % EXCHANGE RATE AGENT
(if other than CITIBANK, N.A.):
INTEREST CATEGORY: DAY COUNT CONVENTION:
[_] Regular Floating Rate Note [_] Actual/360 for the period
[_] Floating Rate/Fixed Rate Note [_] Actual/Actual for the period
Fixed Rate Commencement Date: [_] 30/360 for the period
Fixed Interest Rate: % from to
2
[_] Inverse Floating Rate Note
Fixed Interest Rate: % from to
INTEREST RATE BASIS OR BASES:
[_] CD Rate
[_] Prime Rate
[_] Federal Funds Rate
[_] Commercial Paper Rate
[_] LIBOR:
[_] Reuters Page: _________
[_] Telerate Page: _________
Index Currency:
[_] Treasury Rate
[_] CMT Rate
[_] Dow Xxxxx Telerate Page 7055
[_] Dow Xxxxx Telerate Page 7052
[_] Other Telerate Page:________
CMT Maturity Index:_________
[_] Other:
ADDENDUM ATTACHED:
[_] Yes
[_] No
OTHER/ADDITIONAL PROVISIONS:
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Amgen Inc., a Delaware corporation (the "Corporation", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _________, or registered assigns,
the principal sum of _________, on the Stated Maturity specified above (or any
Redemption Date or Repayment Date, each as defined on the reverse hereof)
(each such Stated Maturity, Redemption Date or Repayment Date being hereinafter
referred to as the "Maturity Date" with respect to the principal repayable on
such date) and to pay interest thereon, at the Interest Rate to be determined in
accordance with the provisions below, depending on the Interest Rate Basis shown
above (the "Floating Interest Rate"), until the principal hereof is paid or duly
made available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the Default Rate per annum specified above on
any overdue principal, premium and/or interest. The Corporation will pay
interest in arrears on each Interest Payment Date, if any, specified above
(each, an "Interest Payment Date"), commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the
Maturity Date; provided, however, that unless otherwise specified on the face
hereof, if the Original Issue Date occurs between a Record Date (as defined
below) and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date next succeeding the Original Issue
Date to the registered holder of this Note (the "Holder") on the Record Date
with respect to such second Interest Payment Date.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".
Interest on this Note will accrue from and including the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from and including the Original Issue Date if no interest has been paid
or duly provided for) to but excluding the applicable Interest Payment Date or
the Maturity Date, as the case may be (each, an "Interest Period"). However, in
case the interest rate on this Note is reset daily or weekly, unless otherwise
specified on the face hereof, the interest payments will include interest
accrued only from but excluding the Record Date through which interest has been
paid (or from and including the Original Issue Date, if no interest has been
paid with respect to this Note) through and including the Record Date next
preceding the applicable Interest Payment Date, except that the interest payment
on Maturity will include interest accrued to but excluding such date. Accrued
interest is calculated by multiplying the face amount
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of this Note by an accrued interest factor. Such accrued interest factor is
computed by adding the interest factor calculated for each day from the Original
Issue Date, or from the last date to which interest has been paid or duly
provided for, to the date for which accrued interest is being calculated. The
interest factor for each day is computed by dividing the interest rate
applicable to such day by 360 in the case of CD Rate Notes, Commercial Paper
Rate Notes, Federal Funds Rate Notes, LIBOR Notes or Prime Rate Notes, or by the
actual number of days in the year in the case of CMT Rate Notes or Treasury Rate
Notes. The interest factor for Notes for which the interest rate is calculated
with reference to two or more Interest Rate Bases will be calculated in each
period in the same manner as if only the lowest of the applicable Interest Rates
Bases applied. If any Interest Payment Date other than the Maturity Date for
this Note falls on a day that is not a Business Day with respect to this Note,
such Interest Payment Date for this Note will be postponed to the next
succeeding Business Day for this Note, except that, in the case of a LIBOR Note
(or a Note for which LIBOR is an applicable Interest Rate Basis), if such
Business Day is in the next succeeding calendar month, such Interest Payment
Date will be the immediately preceding day that is a Business Day for this Note.
If the Maturity Date of this Note falls on a day that is not a Business Day, the
payment of principal, premium, if any, and interest will be made on the next
succeeding Business Day, as if made on the date such payment was due, and no
interest on such payment shall accrue on such payment for the period from and
after Maturity Date to the date of such payment on the next succeeding Business
Day.
Unless otherwise specified on the face hereof, the interest so payable
and punctually paid or duly provided for on any Interest Payment Date will,
subject to certain exceptions described herein, be paid to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on the fifteenth calendar day (whether or not a Business Day, as
defined below) immediately preceding such Interest Payment Date (the "Record
Date"); provided, however, that interest payable on the Maturity Date will be
payable to the person to whom the principal hereof and premium, if any, hereon
shall be payable. Any such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to the Holder on any
Record Date, and shall be paid to the person in whose name this Note is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee (as defined on the reverse hereof), notice whereof shall be given to the
Holder of this Note by the Trustee not less than 15 calendar days prior to such
Special Record Date.
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Payment of principal, premium, if any, and interest in respect of this Note
due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, a duly completed election form as contemplated on the
reverse hereof) at (i) the corporate trust office of the Trustee currently
located at Citibank, N.A., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, X.X. 10043 or
(ii) the office or agency maintained by the Company for such purpose in the
Borough of Manhattan, The City of New York, currently the offices of the Trustee
located at Citibank, N.A., 000 Xxxx Xxxxxx, 00/xx/ Xxxxx, Xxx Xxxx, X.X. 10043;
provided, however, that if such payment is to be made in a Specified Currency
other than United States dollars as set forth below, such payment will be made
by wire transfer of immediately available funds to an account with a bank
designated by the Holder hereof at least 15 calendar days prior to the Maturity
Date, provided that such bank has appropriate facilities therefor and that this
Note (and, if applicable, a duly completed repayment election form) is presented
and surrendered at the aforementioned office of the Trustee in time for the
Trustee to make such payment in such funds in accordance with its normal
procedures. Unless otherwise specified on the face hereof, payment of interest
due on any Interest Payment Date other than the Maturity Date will be made at
the office or agency referred to above maintained by the Corporation for such
purpose or, at the option of the Corporation, may be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
security register of the Corporation maintained at the aforementioned office of
the Trustee; provided, however, that a holder of U.S. $10,000,000 (or, if the
Specified Currency specified above is other than United States dollars, the
equivalent thereof in the Specified Currency) or more in aggregate principal
amount of Notes (whether having identical or different terms and provisions)
will be entitled to receive interest payments on such Interest Payment Date by
wire transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
calendar days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Xxxxxx.
As used herein, "Business Day" means any day except a Saturday, Sunday
or a legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close; provided,
however, that if the Specified Currency is other than United States dollars and
any payment is to be made in the Specified Currency in accordance with the
provisions hereof, such day is also not a day on which banking institutions are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the
Specified Currency (or, in the
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case of European Currency Units ("ECU"), is not a day that appears as an ECU
non-settlement day on the display designated as "ISDE" on the Reuter Monitor
Money Rates Service (or a day so designated by the ECU Banking Association) or,
if ECU non-settlement days do not appear on that page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market); provided, further, that, if this is a LIBOR
Note, such day is also a London Business Day. "London Business Day" means (i) if
the Index Currency (as defined below) is other than ECU, any day on which
dealings in such Index Currency are transacted in the London interbank market or
(ii) if the Index Currency is ECU, any day that does not appear as an ECU non-
settlement day on the display designated as "ISDE" on the Reuter Monitor Money
Rates Service (or a day so designated by the ECU Banking Association) or, if ECU
non-settlement days do not appear on that page (and are not so designated), is
not a day on which payments in ECU cannot be settled in the international
interbank market. "Principal Financial Center" means (i) the capital city of the
country issuing the Specified Currency (except as described above in this
paragraph with respect to ECU) or (ii) the capital city of the country to which
the Index Currency, if applicable relates (or, in the case of ECU, Luxembourg),
except, in each case, that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss
francs and ECU, the "Principal Financial Center" shall be The City of New York,
Sydney, Toronto, Frankfurt, Amsterdam, Milan (solely in the case of clause (i)
above), Zurich and Luxembourg, respectively.
The "Floating Interest Rate" on this Note will be calculated by
reference to the Interest Rate Basis or Bases, as specified on the first page
hereof, (a) plus or minus the Spread, if any, and/or (b) multiplied by the
Spread Multiplier, if any. The Interest Rate Basis may be one or more of: (a)
the CD Rate, (b) the CMT Rate, (c) the Commercial Paper Rate, (d) the Federal
Funds Rate, (e) LIBOR, (f) the Treasury Rate, (g) the Prime Rate or (h) such
other Interest Rate Basis or interest rate formula as is set forth on the first
page hereof. The "Index Maturity" is the period to maturity of the instrument
or obligation with respect to which the related Interest Rate Basis or Bases are
calculated. In addition, this Note may bear interest at the lowest of two or
more Interest Rate Basis or Bases determined in the same manner as the Floating
Interest Rates described above (except the interest rate for such Notes will not
be determined with reference to the Treasury Rate). Except as otherwise
provided herein, all percentages resulting from any calculation will be rounded,
if necessary, to the nearest one hundred- thousandth of a percentage point, with
five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in
7
or resulting from such calculation will be rounded to the nearest cent or, in
the case of a foreign currency or composite currency, to the nearest unit (with
one-half cent or unit being rounded upward).
Notwithstanding the foregoing, if this Note is designated above as
having an Addendum attached, this Note shall bear interest in accordance with
the terms described in such Addendum.
Unless otherwise specified on the face hereof, the "Regular Record
Date" with respect to this Note shall be the fifteenth calendar day immediately
preceding the related Interest Payment Date or Dates, whether or not such date
shall be a Business Day, and interest will be payable, in the case of Notes
which reset daily, weekly or monthly, on the third Wednesday of each month or on
the third Wednesday of each March, June, September and December of each year, as
specified on the face hereof; in the case of Notes which reset quarterly, on the
third Wednesday of March, June, September and December of each year; in the
case of Notes which reset semi-annually, on the third Wednesday of the two
months of each year specified on the face hereof; and in the case of Notes which
reset annually, on the third Wednesday of the month specified on the face hereof
(each an "Interest Payment Date"), and in each case, on the Maturity Date.
Except as provided on the face hereof, the rate of interest on this
Note will be reset daily, weekly, monthly, quarterly, semi-annually or annually
(each an "Interest Reset Period"), as specified on the face hereof. Except as
provided on the face hereof, if this Note resets daily, the Interest Reset Date
will be each Business Day; if this Note resets weekly, the Interest Reset Date
will be the Wednesday of each week (with the exception of weekly reset Treasury
Rate Notes, which reset Tuesday of each week except as provided below); if this
Note resets monthly, the Interest Reset Date will be the third Wednesday of each
month; if this Note resets quarterly, the Interest Reset Date will be the third
Wednesday of each March, June, September and December of each year; if this Note
resets semi-annually, the Interest Reset Date will be the third Wednesday of
each of the two months of each year specified on the face hereof; and if this
Note resets annually, the Interest Reset Date will be the third Wednesday of the
month of each year as specified on the face hereof. The interest rate in effect
on each day that is not an Interest Reset Date will be the interest rate
determined as of the Interest Determination Date pertaining to the immediately
preceding Interest Reset Date and the interest rate in effect on any day that is
an Interest Reset Date will be the interest rate determined as of the Interest
Determination Date pertaining to such Interest Reset Date; provided, however,
that
8
the interest rate in effect for the period, if any, from the date of issue
to the Initial Interest Reset Date will be the Initial Interest Rate; provided,
further, that if this Note is a Floating Rate/Fixed Rate Note the interest rate
in effect for the period commencing on the Fixed Rate Commencement Date to the
Maturity Date shall be the Fixed Interest Rate specified on the face hereof or,
if no interest rate is specified, the interest rate in effect on the day
immediately preceding the Fixed Rate Commencement Date. If any Interest Reset
Date would otherwise be a day that is not a Business Day, the Interest Reset
Date shall be postponed to the next succeeding day that is a Business Day,
except that in the case of a LIBOR Note or a Note for which LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Reset Date will be the immediately
preceding Business Day. In addition, if the Treasury Rate is an applicable
Interest Rate Basis and the Interest Determination Date would otherwise fall on
an Interest Reset Date, then such Interest Reset Date will be postponed to the
next succeeding Business Day.
The interest rate applicable to each Interest Reset Period commencing
on the related Interest Reset Date will be the rate determined as of the
applicable Interest Determination Date on or prior to the Calculation Date (as
defined below). The Interest Determination Date with respect to the CD Rate, the
CMT Rate, the Commercial Paper Rate, the Federal Funds Rate and the Prime Rate
will be the second Business Day preceding the applicable Interest Reset Date;
and the Interest Determination Date with respect to LIBOR will be the second
London Business Day preceding the applicable Interest Reset Date, unless the
Index Currency (as defined below) is British pounds sterling, in which case the
Interest Determination Date will be the applicable Interest Reset Date. The
Interest Determination Date with respect to the Treasury Rate will be the day in
the week in which the applicable Interest Reset Date falls on which day Treasury
Bills (as defined below) are normally auctioned (Treasury Bills are normally
sold at an auction held on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday); provided,
however, that if an auction is held on the Friday of the week preceding the
applicable Interest Reset Date, the Interest Determination Date shall be such
preceding Friday. If the interest rate of this Note is determined with
reference to two or more Interest Rate Bases the Interest Determination Date
will be the most recent Business Day which is at least two Business Days prior
to the applicable Interest Reset Date on which each Interest Rate Basis shall be
determinable. Each Interest Rate Basis shall be determined and compared on such
date, and the applicable interest rate shall take effect on the applicable
Interest Reset Date.
9
The Calculation Agent (which shall be Citibank, N.A. unless otherwise
specified on the face hereof and which may be changed by the Corporation from
time to time) shall calculate the Floating Interest Rate on this Note on or
before each Calculation Date and, upon request, provide the holders of the Notes
the Floating Interest Rate then in effect and, if determined, the interest rate
which will become effective as a result of a determination made for the next
succeeding Interest Reset Date with respect to this Note. The Calculation
Agent's determination of any Floating Interest Rate will be final and binding in
the absence of manifest error. Unless otherwise specified on the face hereof or
in an Addendum hereto, the "Calculation Date", where applicable, pertaining to
any Interest Determination Date will be the earlier of (a) the tenth calendar
day after such Interest Determination Date, or if any such day is not a Business
Day, the next succeeding Business Day, or (b) the Business Day immediately
preceding the applicable Interest Payment Date or the Maturity Date, as the case
may be.
Notwithstanding the other provisions herein, the Floating Interest
Rate hereon which may accrue during any interest period shall not be greater
than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate,
if any, shown on the first page hereof and, in addition, the Floating Interest
Rate shall in no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general application.
The interest rate borne by this Note will be determined as follows:
(i) Unless the Interest Category of this Note is specified on the face
hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate Note",
this Note shall be designated as a "Regular Floating Rate Note" and, except as
set forth below or on the face hereof, shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases (a) plus
or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if
any, in each case as specified on the face hereof. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Rate Date specified on the face hereof;
provided, however, that the interest rate in effect for the period, if any, from
the Original Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate.
(ii) If the Interest Category of this Note is specified on the face
hereof as a "Floating Rate/Fixed Rate Note", then, except as set forth below or
on the face hereof, this Note shall bear interest at the rate determined by
reference to the applicable
10
Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b)
multiplied by the Spread Multiplier, if any. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note shall be payable shall be
reset as of each Interest Reset Date; provided, however, that (y) the interest
rate in effect for the period, if any, from the Original Issue Date to the
Initial Interest Reset Date shall be the Initial Interest Rate and (z) the
interest rate in effect for the period commencing on the Fixed Rate Commencement
Date specified on the face hereof to the Maturity Date shall be the Fixed
Interest Rate specified on the face hereof or, if no such Fixed Interest Rate is
specified, the interest rate in effect hereon on the day immediately preceding
the Fixed Rate Commencement Date.
(iii) If the Interest Category of this Note is specified on the face
hereof as an "Inverse Floating Rate Note", then, except as set forth below or on
the face hereof, this Note shall bear interest at the Fixed Interest Rate minus
the rate determined by reference to the applicable Interest Rate Basis or Bases
(a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any; provided, however, that, unless otherwise specified on the
face hereof, the interest rate hereon shall not be less than zero. Commencing
on the Initial Reset Date, the rate at which interest on this Note shall be
payable shall be reset as of each Interest Reset Date; provided, however, that
the interest rate in effect for the period, if any, from the Original Issue Date
to the Initial Interest Reset Date shall be the Initial Interest Rate.
DETERMINATION OF CD RATE.
The "CD Rate" will be determined by the Calculation Agent in
accordance with the following provisions:
"CD Rate" means, with respect to any Interest Determination Date
relating to a CD Rate Note or any Floating Rate Note for which the interest rate
is determined with reference to the CD Rate (a "CD Rate Interest Determination
Date"), the rate on such date for negotiable United States dollar certificates
of deposit having the Index Maturity specified on the face hereof as published
by the Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication ("H.15(519)"),
under the heading "CDs (Secondary Market)," or, if not so published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such CD Rate
Interest Determination Date, the CD Rate will be the rate on such CD Rate
Interest Determination Date for negotiable United States dollar certificates of
deposit of the specified Index Maturity as published
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by the Federal Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor
publication ("Composite Quotations") under the heading "Certificates of
Deposit". If such rate is not published in either H.15(519) or the Composite
Quotations by 3:00 P.M., New York City time, on such related Calculation Date,
then the CD Rate on such CD Rate Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Rate Interest
Determination Date, of three leading nonbank dealers in negotiable United States
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable United States dollar certificates of deposit of
major United States money market banks with a remaining maturity closest to the
Index Maturity specified on the face hereof in an amount that is representative
for a single transaction in that market at that time; provided, however, that if
the dealers so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the CD Rate determined as of such CD Rate Interest Determination
Date will be the CD Rate in effect on such CD Rate Interest Determination Date.
DETERMINATION OF CMT RATE.
The "CMT Rate" will be determined by the Calculation Agent in
accordance with the following provisions:
Unless otherwise specified on the face hereof, "CMT Rate" means, with
respect to any Interest Determination Date relating to a Floating Rate Note for
which the interest rate is determined with reference to the CMT Rate (a "CMT
Rate Interest Determination Date"), the rate displayed on the Designated CMT
Telerate Page under the caption "Treasury Constant Maturities Federal Reserve
Board Release H.15 Mondays Approximately 3:45 P.M.," under the column for the
Designated CMT Maturity Index for (i) if the Designated CMT Telerate Page is
7055, the rate on such CMT Rate Interest Determination Date and (ii) if the
Designated CMT Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed on the relevant
page or is not displayed by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for such CMT Rate Interest Determination
Date will be such treasury constant maturity rate for the Designated CMT
Maturity Index (as defined below) as published in the relevant H.15(519). If
such rate is no longer published or is not published by 3:00 P.M., New York
City time, on the related Calculation Date, then the
12
CMT Rate on such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other United
States Treasury rate for the Designated CMT Maturity Index) for the CMT Rate
Interest Determination Date with respect to such Interest Reset Date as may then
be published by either the Board of Governors of the Federal Reserve System or
the United States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in the relevant H.15(519). If such information is
not provided by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate on the CMT Rate Interest Determination Date will be calculated
by the Calculation Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York selected by the Calculation Agent (from five
such Reference Dealers selected by the Calculation Agent) and eliminating the
highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated
CMT Maturity Index and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year.
If the Calculation Agent is unable to obtain such Treasury Note
quotations, the CMT Rate on such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity based on the
arithmetic mean of the secondary market offer side prices as of approximately
3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of
three Reference Dealers in The City of New York (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100 million. If
three or four (and not five) of such Reference Dealers are quoting as described
above, then the CMT Rate will be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided, however, that if fewer than three Reference Dealers so
selected by the Calculation Agent are quoting as mentioned herein, the
13
CMT Rate determined as of such CMT Rate Interest Determination Date will be the
CMT Rate in effect on such CMT Rate Interest Determination Date. If two Treasury
Notes with an original maturity as described in the second preceding sentence
have remaining terms to maturity equally close to the Designated CMT Maturity
Index, the Calculation Agent will obtain from five Reference Dealers quotations
for the Treasury Note with the shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Xxxxx
Markets Service on the page specified on the face hereof (or any other page as
may replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)). If no such page is specified on
the face hereof, the Designated CMT Telerate Page shall be 7052 for the most
recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be 2 years.
DETERMINATION OF COMMERCIAL PAPER RATE.
The "Commercial Paper Rate" will be determined by the Calculation
Agent in accordance with the following provisions:
"Commercial Paper Rate" means, with respect to any Interest Deter-
mination Date relating to a Floating Rate Note for which the interest rate is
determined with reference to the Commercial Paper Rate (a "Commercial Paper
Rate Interest Determination Date"), the Money Market Yield (as defined below) on
such date of the rate for commercial paper having the Index Maturity specified
on the first page hereof as published in H.15(519) under the heading "Commercial
Paper" or such other heading, in each case representing commercial paper issued
by non-financial entities whose bond rating is "Aa," or the equivalent, from a
nationally recognized statistical rating organization. In the event such rate
is not published by 3:00 P.M., New York City time, on the related Calculation
Date, then the Commercial Paper Rate on such Commercial Paper Rate Interest
Determination Date shall be the Money Market Yield of the rate for commercial
paper having the Index Maturity specified on the face hereof as published in
Composite Quotations under the heading "Commercial Paper" (with an Index
Maturity of one month or three months being
14
deemed to be equivalent to the Index Maturity of 30 days or 90 days,
respectively). If such rate is not yet published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the Commercial Paper Rate on such Commercial Paper Rate
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered rates at
approximately 11:00 A.M., New York City time, on such Commercial Paper Rate
Interest Determination Date, of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent for commercial paper of the
specified Index Maturity placed for an industrial issuer whose bond rating is
"Aa", or the equivalent, from a nationally recognized statistical rating
organization; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Commercial
Paper Rate determined as of such Commercial Paper Rate Interest Determination
Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate
Interest Determination Date.
"Money Market Yield" shall be the yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x 360 x D
----------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which interest is being calculated.
DETERMINATION OF FEDERAL FUNDS RATE.
The "Federal Funds Rate" will be determined by the Calculation Agent
in accordance with the following provisions:
"Federal Funds Rate" means, with respect to any Interest Determina-
tion Date relating to a Floating Rate Note for which the interest rate is
determined with reference to the Federal Funds Rate (a "Federal Funds Rate
Interest Determination Date"), the rate on such date for United States dollar
federal funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not so published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Federal Funds Rate Interest Determination
Date, as published in Composite Quotations under the heading "Federal
Funds/Effective Rate". If such rate is not published in either
15
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the
related Calculation Date, then the Federal Funds Rate on such Federal Funds Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be the arithmetic mean of the rates for the last transaction in overnight United
States dollar federal funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent prior to
9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination
Date; provided, however, that if the brokers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Federal Funds Rate
determined as of such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate then in effect on such Federal Funds Rate Interest
Determination Date.
DETERMINATION OF LIBOR.
"LIBOR" will be determined by the Calculation Agent in accordance with
the following provisions:
(i) With respect to any Interest Determination Date relating to
a Floating Rate Note for which the interest rate is determined with
reference to LIBOR (a "LIBOR Interest Determination Date"), LIBOR will be
either: (a) if "LIBOR Reuters" is specified on the face hereof, the
arithmetic mean of the offered rates (unless the Designated LIBOR Page by
its terms provides only for a single rate, in which case such single rate
shall be used) for deposits in the Index Currency having the Index
Maturity specified on the face hereof, commencing on the applicable
Interest Reset Date, that appear (or, if only a single rate is required as
aforesaid, appears) on the Designated LIBOR Page as of 11:00 A.M., London
time, on such LIBOR Interest Determination Date, or (b) if "LIBOR Telerate"
is specified on the face page hereof or if neither "LIBOR Reuters" nor
"LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the rate for deposits in the Index Currency having the
Index Maturity specified on the face hereof, commencing on such Interest
Reset Date, that appears on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date. If fewer than two
such offered rates appear, or if no such rate appears, as applicable, LIBOR
on such LIBOR Interest Determination Date will be determined in accordance
with the provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on
which fewer than two offered rates appear, or no rate appears, as the case
may
16
be, on the Designated LIBOR Page, as specified in clause (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered
quotation for deposits in the Index Currency for the period of the Index
Maturity specified on the face hereof, commencing on the applicable
Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR Interest Determination
Date and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time. If at least
two such quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If fewer
than two such quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal Financial Center (as
defined above), on such LIBOR Interest Determination Date by three major
banks in such Principal Financial Center selected by the Calculation Agent
for loans in the Index Currency to leading European banks, having the Index
Maturity specified on the face hereof and in a principal amount that is
representative for a single transaction in such Index Currency in such
market at such time; provided, however, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined as of such LIBOR Interest Determination Date will be LIBOR in
effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency or composite currency specified on
the face hereof as to which LIBOR shall be calculated. If no such currency or
composite currency is specified on the face hereof, the Index Currency shall be
United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on
the face hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency, or (b) if "LIBOR Telerate" is
specified on the face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified on the face hereof as the method for calculating LIBOR, the display on
the Dow Xxxxx Markets Service (or any successor service) for the purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency.
17
DETERMINATION OF PRIME RATE.
The "Prime Rate" will be determined by the Calculation Agent in
accordance with the following provisions:
"Prime Rate" means, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined with
reference to the Prime Rate (a "Prime Rate Interest Determination Date"), the
rate on such date as such rate is published in H.15(519) under the heading "Bank
Prime Loan". If such rate is not published prior to 3:00 P.M., New York City
time, on the related Calculation Date, then the Prime Rate will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen USPRIME1 (as defined below) as such bank's prime
rate or base lending rate as in effect for such Prime Rate Interest
Determination Date. If fewer than four such rates appear on the Reuters Screen
USPRIME1 for the Prime Rate Interest Determination Date, then the Prime Rate
will be determined by the Calculation Agent and will be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by four major money center banks in The City of New
York selected by the Calculation Agent. If fewer than four such quotations are
so provided, then the Prime Rate shall be the arithmetic mean of four prime
rates quoted on the basis of the actual number of days in the year divided by a
360- day year as of the close of business on such Prime Rate Interest
Determination Date as furnished in The City of New York by the major money
center banks, if any, that have provided such quotations and by as many
substitute banks or trust companies as necessary in order to obtain four such
prime rate quotations, provided such substitute banks or trust companies are
organized and doing business under the laws of the United States, or any State
thereof, each having total equity capital of at least $500 million and being
subject to supervision or examination by Federal or State authority, selected
by the Calculation Agent to provide such rate or rates; provided, however, that
if the banks or trust companies so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Prime Rate determined as of such
Prime Rate Interest Determination Date will be the Prime Rate in effect on such
Prime Rate Interest Determination Date.
"Reuters Screen USPRIME1" means the display designated as page
"USPRIME1" on the Reuter Monitor Money Rates Service (or such other page as may
replace the USPRIME1 page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks).
18
DETERMINATION OF TREASURY RATE.
The "Treasury Rate" will be determined by the Calculation Agent in
accordance with the following provisions:
"Treasury Rate" means, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined by
reference to the Treasury Rate (a "Treasury Rate Interest Determination Date"),
the rate from the auction held on such Treasury Rate Interest Determination Date
(the "Auction") of direct obligations of the United States ("Treasury Bills")
having the Index Maturity specified on the face hereof, as such rate is
published in H.15(519) under the heading "Treasury Bills-auction average
(investment)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, the auction average rate of such Treasury Bills
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of the Treasury. In the event that the results of the Auction
of Treasury Bills having the Index Maturity specified in the applicable Pricing
Supplement are not reported as provided by 3:00 P.M., New York City time, on the
related Calculation Date, or if no such Auction is held, then the Treasury Rate
will be calculated by the Calculation Agent and will be a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Treasury Rate Interest Determination Date, of three leading primary
United States government securities dealers selected by the Calculation Agent,
for the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity specified in the applicable Pricing Supplement; provided, however, that
if the dealers so selected by the Calculation Agent are not quoting as mentioned
in this sentence, the Treasury Rate determined as of such Treasury Rate Interest
Determination Date will be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.
The Corporation is obligated to make payments of principal, premium,
if any, and interest, if any, in respect of this Note in the Specified Currency
(or, if the Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued the Specified Currency as at the time of such payment
is legal tender for the payment of such debts). If the Specified Currency is
other than United States dollars, any such amounts so payable by the Corporation
will be converted by the
19
Exchange Rate Agent specified above into United States dollars for payment to
the Holder of this Note; provided, however, that the Holder of this Note may
elect to receive such amounts in such Specified Currency pursuant to the
provisions set forth below.
If the Specified Currency is other than United States dollars and the
Holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in respect of this Note in the Specified Currency, any United States
dollar amount to be received by the Holder of this Note will be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Corporation for the purchase by the quoting
dealer of the Specified Currency for United States dollars for settlement on
such payment date in the aggregate amount of the Specified Currency payable to
all holders of Notes scheduled to receive United States dollar payments and at
which the applicable dealer commits to execute a contract. All currency
exchange costs will be borne by the Holder of this Note by deductions from such
payments. If three such bid quotations are not available, payments on this Note
will be made in the Specified Currency.
If the Specified Currency is other than United States dollars, the
Holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest, if any, in respect of
this Note in the Specified Currency by submitting a written request for such
payment to the Trustee at its Corporate Trust Office in the Borough of
Manhattan, The City of New York on or prior to the applicable Record Date or at
least 15 calendar days prior to the Maturity Date, as the case may be. Such
written request may be mailed or hand delivered or sent by cable, telex or other
form of facsimile transmission. The Holder of this Note may elect to receive
all or a specified portion of all future payments in the Specified Currency in
respect of such principal, premium, if any, and/or interest, if any, and need
not file a separate election for each payment. Such election will remain in
effect until revoked by written notice to the Trustee, but written notice of any
such revocation must be received by the Trustee on or prior to the applicable
Record Date or at least 15 calendar days prior to the Maturity Date, as the case
may be.
20
If the Specified Currency is other than United States dollars or a
composite currency and the Holder of this Note shall have duly made an election
to receive all or a specified portion of any payment of principal, premium, if
any, and/or interest, if any, in respect of this Note in the Specified Currency
and if the Specified Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the Corporation, or is no
longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions within the international
banking community, then the Corporation will be entitled to satisfy its
obligations to the Holder of this Note by making such payment in United States
dollars on the basis of the Market Exchange Rate (as defined below) on the
second Business Day prior to such payment date or, if such Market Exchange Rate
is not then available, on the basis of the most recently available Market
Exchange Rate; provided, however, that if such Specified Currency is replaced by
a single European currency, the payment of principal of, premium, if any, or
interest, if any, on this Note denominated in such currency shall be effected in
the new single European currency in conformity with legally applicable measures
taken pursuant to, or by virtue of, the treaty establishing the European
Community, as amended by the treaty on European Unity. The "Market Exchange
Rate" for the Specified Currency means the noon dollar buying rate in The City
of New York for cable transfers for the Specified Currency as certified for
customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. Any payment made under such circumstances in
United States dollars or a new single European currency where the required
payment is in a Specified Currency other than United States dollars or such
single European currency, respectively, will not constitute an Event of Default
(as defined in the Indenture) under the Indenture with respect to the Notes.
If the Specified Currency is a composite currency and the Holder of
this Note shall have duly made an election to receive all or a specified portion
of any payment of principal, premium, if any, and/or interest, if any, in
respect of this Note in the Specified Currency and if such composite currency is
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Corporation, then the Corporation will be entitled to
satisfy its obligations to the Holder of this Note by making such payment in
United States dollars. The amount of each payment in United States dollars
shall be computed by the Exchange Rate Agent on the basis of the equivalent of
the composite currency in United States dollars. The component currencies of
the composite currency for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts that
were components of the composite currency as of the
21
last day on which the composite currency was used. The equivalent of the
composite currency in United States dollars shall be calculated by aggregating
the United States dollar equivalents of the Component Currencies. The United
States dollar equivalent of each of the Component Currencies shall be determined
by the Exchange Rate Agent on the basis of the most recently available Market
Exchange Rate for each such Component Currency, or as otherwise specified on the
face hereof. Any payment made under such circumstances in United States dollars
where the required payment is in a Specified Currency that is a composite
currency will not constitute an Event of Default (as defined in the Indenture)
under the Indenture with respect to the Notes.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified above, in the Addendum hereto,
which further provisions shall have the same force and effect as if set forth on
the face hereof.
Unless the Certificate of Authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
22
IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed under its corporate seal.
AMGEN INC.
By: ________________________________
Name:
Title:
(SEAL)
Dated:
23
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities referred to in the within-mentioned
Indenture.
CITIBANK, N.A.,
as Trustee
By: ____________________________
Authorized Signatory
24
[REVERSE OF NOTE]
AMGEN INC.
MEDIUM-TERM NOTE
(Floating Rate)
This Note is one of a duly authorized series of Securities (the
"Securities") of the Corporation issued and to be issued under an Indenture,
dated as of January 1, 1992, as supplemented by a First Supplemental Indenture,
dated as of February 26, 1997 (as amended or supplemented from time to time, the
"Indenture"), between the Corporation and Citibank, N.A., as Trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Corporation, the Trustee and the holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is one of the series of Securities
designated as "Medium-Term Notes" (the "Notes"). All terms used but not defined
in this Note specified on the face hereof or in an Addendum hereto shall have
the meanings assigned to such terms in the Indenture.
This Note is issuable only in registered form without coupons in
minimum denominations of U.S.$1,000 and integral multiples thereof or the
minimum Authorized Denomination specified on the face hereof.
This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or repayable prior to the
Stated Maturity.
This Note will be subject to redemption at the option of the
Corporation on any date on or after the Redemption Commencement Date, if any,
specified on the face hereof, in whole or from time to time in part in
increments of U.S.$1,000 or the minimum Authorized Denomination (provided that
any remaining principal amount hereof shall be at least U.S.$1,000 or such
minimum Authorized Denomination), at the Redemption Price (as defined
below), together with unpaid interest accrued thereon to the date fixed for
redemption (each, a "Redemption Date"), on notice given not more than 60 nor
less than 30 calendar days prior to the Redemption
25
Date and in accordance with the provisions of the Indenture. The "Redemption
Price" shall initially be the Initial Redemption Percentage specified on the
face hereof multiplied by the unpaid principal amount of this Note to be
redeemed. The Initial Redemption Percentage shall decline at each anniversary of
the Redemption Commencement Date by an amount equal to the Annual Redemption
Percentage Reduction, if any, specified on the face hereof until the Redemption
Price is equal to 100% of the unpaid principal amount to be redeemed. In the
event of redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms as this Note shall
be issued in the name of the Holder hereof upon the presentation and surrender
hereof.
This Note will be subject to repayment by the Corporation at the
option of the Holder hereof on the Optional Repayment Date(s), if any, specified
on the face hereof, in whole or in part in increments of U.S.$1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S.$1,000 or such minimum Authorized Denomination), at
a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued hereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, this Note must be
received, together with the form hereon entitled "Option to Elect Repayment"
duly completed, by the Trustee at its Corporate Trust Office in the Borough of
Manhattan, The City of New York (or at such other address of which the
Corporation shall from time to time designate and notify holders of the Notes)
not more than 60 nor less than 30 calendar days prior to the Repayment Date.
Exercise of such repayment option by the Holder hereof will be irrevocable. In
the event of repayment of this Note in part only, a new Note of like tenor for
the unrepaid portion hereof and otherwise having the same terms as this Note
shall be issued in the name of the Holder hereof upon the presentation and
surrender hereof.
If this is a Global Security representing Book-Entry Notes, only the
Depositary may exercise the repayment option in respect of this Note.
Accordingly, if this is a Global Security representing Book-Entry Notes and the
beneficial owner desires to have all or any portion of the Book-Entry Note
represented by this Global Security repaid, the beneficial owner must instruct
the Participant through which he owns his interest to direct the Depositary to
exercise the repayment option on his behalf by delivering this Note and duly
completed election form to the Trustee as aforesaid.
26
If this Note is an Original Issue Discount Note as specified on the
face hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(i) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) and, in the event of any redemption of this Note
(if applicable), multiplied by the Initial Redemption Percentage (as adjusted by
the Annual Redemption Percentage Reduction, if applicable) and (ii) any unpaid
interest on this Note accrued from the Original Issue Date to the Redemption
Date, Repayment Date or date of acceleration of maturity, as the case may be.
The difference between the Issue Price and 100% of the principal amount of this
Note is referred to herein as the "Discount".
For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-
day year convention, a compounding period that, except for the Initial Period
(as defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.
In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.
Subject to certain exceptions requiring the consent of the holders of
each of the affected Securities, at such time as the Notes are the only
Securities then outstanding under the Indenture, the Indenture or the Notes may
be amended or supplemented with the consent of the holders of not less than a
majority in principal amount of the Notes then outstanding affected by such
amendment or supplement. Any past default or compliance with any provision as to
the Notes may be waived with the consent of the holders of a majority in
principal amount of the Notes then outstanding. Without the consent of any
holder of Notes, the Corporation and the Trustee may amend or supplement the
Indenture or the Notes to, among other things,
27
cure any ambiguity, defect or inconsistency or to make any change that does not
materially adversely affect the rights of any holder.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
security register of the Corporation upon surrender of this Note for
registration of transfer at the office or agency of the Corporation in any place
where the principal hereof and any premium or interest hereon are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Corporation and the Trustee duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denominations but otherwise
having the same terms and conditions, as requested by the Holder hereof
surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note,
the Corporation, the Trustee, any paying agent and any security registrar may
deem and treat the registered holder hereof as the absolute owner hereof
(whether or not this Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the security registrar)
for the purpose of receiving payment of or on account of the principal hereof
(and premium, if any) and interest due hereon and for all other purposes, and
neither the Corporation nor the Trustee nor any paying agent nor any security
registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of (or
premium, if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture, against
any incorporator, stockholder, officer or director, past, present or future, as
such, of the Corporation or of any predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or
28
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.
The Indenture and the Notes are deemed to be a contract made under the
laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Corporation to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to ___% of the principal amount to be repaid,
together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office in the Borough of Manhattan, The City of New York, currently
located at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, X.X. 10043, not more than 60
nor less than 30 calendar days prior to the Repayment Date, this Note with this
"Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion thereof (which shall be in increments of U.S.$1,000 (or, if
the Specified Currency is other than United States dollars, the minimum
Authorized Denomination specified on the face hereof)) which the Holder elects
to have repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
Principal Amount to be Repaid: $_____________
Date:____________ __________________________________
(Signature)
Notice: The signature(s) on this Option to Elect Repayment
must correspond with the name(s) as written upon the
face of this Note in every particular, without
alteration or enlargement or any change whatsoever.
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